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Mergers & Acquisitions, Private Equity

Nctm Studio Legale Associato’s service is at a high level

Legal 500

Recognised for work in the luxury goods, retail, automotive, food and financial services sectors. Nctm is the firm I call when I want quality, attention and availability. The firm has a fantastic reputation in Italy among the larger private equity firms.

Chambers Europe

The lawyers respond on time, have business acumen and provide appropriate advice.

Chambers Europe, 2016

The team has great technical skills and is commercial. It is very knowledgeable of the market.

Chambers Europe, 2016

This firm has a solid name in the private equity field, and despite the challenges posed by the financial crisis, has maintained its activity in the mid-market. The team has strength in banking and corporate matters, and has also handled a number of investments in the renewable energy field.
KEY INDIVIDUALS Peers are quick to praise Paolo Montironi for his standout private equity practice, which also encompasses M&A and commercial law. The multi-talented Giuliano Lanzavecchia focuses on private equity and M&A as well as bankruptcy and restructuring.

Chambers Europe and other industry publications rate Nctm as one of the best Italian law firms in the field of M&A and private equity. Over the years our professionals have worked on all types of extraordinary transactions in most major industry sectors, both regulated and non-regulated, including credit and financial services, telecommunications, pharmaceuticals, biomedical, energy, the media and new technologies.

Masi Agricola S.p.A.

Masi Agricola S.p.A., one of the main producers of high quality wines and a leader in the production of Amarone, purchased 60% of Canevel Spumanti S.p.A., a company producing superior quality spumante, based in Valdobbiadene (TV), as well as an equal interest in Società Agricola Canevel a r. l. and in Canevel Spumanti Tenuta Le Vigne Società Agricola a r. l..

Masi Agricola S.p.A. was advised by Nctm Studio Legale with a team led by Lukas Plattner with the cooperation of Eleonora Parrocchetti.

22/9/2016

San Benedetto

Nctm Studio Legale advised Acqua Minerale San Benedetto S.p.A. in the sale of its shares, acquired in 2002, in two Mexican subsidiaries belonging to a joint venture of Peñafiel Group, to the same Peñafiel Group, a Mexican beverage company owned by the US public company Doctor Pepper Snapple Group.

The joint venture is engaged in the manufacturing of the 10-litre disposable format for purified water, distributed in the Mexican market with the trademark Aguafiel Naturale.

Acqua Minerale San Benedetto S.p.A. was advised by Nctm Studio Legale with a team led by Raffaele Caldarone and Angelo Anglani, and by the law firm Von Wobeser y Sierra with a team led by Luis Burgueño.

21/9/2016

ALCEDO SGR

Alcedo SGR S.p.A., on behalf of “Alcedo IV” fund, purchased the majority of Nahrin SwissCare Group, engaged in the marketing of nutritional supplements, plant extracts and cosmetics created with natural active ingredients. This is the second investment of Alcedo IV new fund, which Alcedo SGR S.p.A. has made with partners Franco Valvasori, Maurizio Tiveron and Sonia Lorenzet.

SGR was advised, with regard to legal aspects, by Nctm Studio Legale with a team led by Pietro Zanoni and Eugenio Siragusa, with the cooperation of Lucia Corradi. Manfredi Luongo of the law firm Russo De Rosa Associati advised the investor with regard to tax aspects.

The founders of Nahrin SwissCare, who kept 45% of the group, were advised by lawyer Fulvio Cavalleri.

UBS acted as financial advisor on the sell side.

15/9/2016

Triboo Media Spa

Nctm Studio Legale advised Triboo Media S.p.A., one of the main independent digital publishing network in the Italian advertising market, listed on AIM Italia, within the merger by incorporation in Triboo Media S.p.A. of Grother S.r.l., the holding owner of the entire corporate capital of Triboo Digitale, a group engaged in e-commerce, digital communication and performance media marketing.

The merger will give birth to the first Italian group capable to enter the market with an integrated and diversified offer of e-commerce solutions and digital media.

In connection with the merger by incorporation of Grother S.r.l. into Triboo Media S.p.A. the ordinary shareholders’ meeting of Triboo Media S.p.A. approved the “reverse take over” transaction pursuant to article 14 of the Issuers Regulation of AIM Italia.

Triboo Media S.p.A. was advised by Nctm Studio Legale with a team led by Lukas Plattner with the cooperation of Andrea Iovieno, Eleonora Sofia Parrocchetti and Federica Ciabattini.

15/9/2016

Hypo Alpe Adria Bank

Nctm Studio Legale, advised Hypo Alpe Adria Bank, in the transfer to Banca Valsabbina of a line of business comprising seven bank offices located in Bergamo, Brescia, Verona, Vicenza, Schio and Modena, and of a portfolio of performing mortgage loans, mainly located in Northern Italy, having a gross value of approximately 150 million Euro.

The transaction, carried out upon conclusion of a competitive procedure in which several funds and financial institutions took part, is encompassed in a broader programme for the cessation of business that Hypo Alpe must carry out as a result of the decision of the European Commission in 2013 with regard to the so-called “state aids”, which forced the Austrian bank group Hypo Alpe Adria, to which the bank used to belong, to approve a plan for the overall restructuring of its businesses in Austria, Balkan Republics and Italy.

Hypo Alpe Adria Bank was advised during the competitive procedure and in the drawing up and negotiation of the contractual documentation, by Nctm, with a team led by Stefano Padovani and Matteo Trapani, assisted by Giovanni de Capitani and Alice Bucolo, with the collaboration of Alessandra Pirozzolo and Rodolfo Margaria. Nctm, dealt also with the regulatory aspects of the transaction with Alessandra Stabilini, while labour aspects were dealt with by Roberta Russo with the collaboration of Ulrich Eller.

Nctm team worked in coordination with the team of Hypo Alpe Adria Bank internal counsels led by Federico Di Berardino, who was assisted by Margherita Gorza and Davide Pulella.

15/7/2016

Krause Holdings Inc.

Nctm Studio Legale has advised Krause Holdings Inc., an American company with investments in the wine sector, in the acquisition of the business and of the vineyards of Vietti S.r.l. and Vietti s.s.a., one of the most important producers of Barolo.

The agreement, framed within a strategic alliance between the Krause family and the Vietti family, protects tradition, assuring continuity in the management of the company, and contributes to the further growth of the historical wine-growing and wine-producing company, also thanks to the synergies with the other activities of Krause Holdings.

Krause Holdings has been advised by Nctm Studio Legale with a team led by Raffaele Caldarone with the assistance of Christian Mocellin and Alessandro Vespa. Moreover, for the relevant accounting aspects it sought the advice of Roberto Berzia and Davide Sartirano of Studio Bosticco – Berzia & Partners.

Vietti has been advised by Studio Legale Pedersoli with a team led by Carlo Re, with the assistance of Stefano Milanesi and the support of Marco Sala and Alice Magnani. Moreover, for the relevant accounting aspects it sought the advice of Massimo Lavelli.

12/7/2016

La Fortezza

Nctm Studio Legale and Poggi & Associati advised the shareholders of La Fortezza S.p.A., Italian group leader in retail shopfitting with headquarters in Italy, France, Spain, Portugal, Russia, Argentina, Dubai and Malaysia, in the agreement for the transfer of the entire corporate capital to ITAB Group, a Swedish multinational among the main European shopfitting suppliers, checkout counters and lighting.

The closing of the transaction is scheduled for the third quarter of the year.

The purchase price, to be paid by ITAB, is equal to 85 million Euro for 100% of the corporate capital of La Fortezza Group, net of debts, with an additional purchase price of a maximum of 20 million Euro based on the results of the Italian group up to the end of 2017.

La Fortezza was advised by Nctm with a team led by Paolo Montironi and Matteo Trapani with the assistance of Lucia Corradi, and by Poggi & Associati with a team led by Luca Poggi and Domenico D’Elia with the assistance of Tomaso Minghetti, with regard to financial, legal and fiscal aspects.

13/6/2016

Mobyt S.p.A.

Mobyt S.p.A., a company engaged in the mobile marketing in Italy that delivers to companies solutions for sending and receipt of SMS messaging, information and advertising services, listed on the AIM Italia market, has acquired 51% of MediaMob S.r.l. from DigiTouch S.p.A., one of the major Italian independent players engaged in the digital marketing and listed on the AIM Italia market too.

The transaction will allow Mobyt S.p.A. to enter into the world of innovative licensees and DigiTouch to strengthen its position as Independent group of Media Agencies 2.0.

Nctm Studio Legale has advised Mobyt S.p.A. with a team led by Lukas Plattner and the assistance of Eleonora Parrocchetti and Federica Ciabattini.

Shearman & Sterling has assisted DigiTouch S.p.A. with a team made up of Emanuele Trucco and Leonardo Pinta.

17/5/2016

IDeA Taste of Italy

IDeA Taste of Italy, the first Italian private equity fund specialising in agribusiness, has finalised an agreement with the Olivi family for an investment in Indian S.r.l., a company operating in the industrial-scale production and marketing of ice cream for large retailers.

The IDeA Taste of Italy Fund, which through this transaction makes its second investment in the sector, was assisted by Nctm Studio Legale with a team led by Pietro Zanoni and aided by Lucia Corradi for the legal aspects, and by CBA’s Giuseppe Alessandro Galeano and Francesca Marchiori for tax matters.

The Olivi family, which retains a minority interest and will partner the Fund in managing the company, received support from Pedersoli e Associati with the Alessandro Marena-Andrea Faoro team for legal aspects, and from PPI & Partners’ Andrea Romersa in relation to tax aspects.

Antonio Flores from ICP Value acted as financial advisor.

6/5/2016

Infracapital

Nctm Studio Legale has provided support to Infracapital, the infrastructure investment division of M&G Investments, in an agreement reached with the Condotte Group for Infracapital’s acquisition of 80% of an infrastructures portfolio created by the Italian group through a public-private partnership (PPP) and which includes operating assets and newly-constructed assets.

Nctm Studio Legale assisted Infracapital with a team headed by Matteo Trapani aided by Lucia Corradi and, for the banking profiles, by Eugenio Siragusa. Leonardo Romagnoli and Laura Materassi from Studio Romagnoli assisted the Condotte Group.

29/4/2016

Santé Holdings

Santé Holdings S.r.l. acquires a non-controlling interest in CARMAT SA, a company specialised in the design and development of artificial hearts, listed on the Paris stock exchange. The transaction was finalised on subscribing to a percentage of the share capital increase reserved for investors specialising in the healthcare industry, as approved by the CARMAT shareholders on 12 April. As part of the investment agreement, Santé Holdings will have the right to nominate a representative on the CARMAT Board of Directors.

Other eligible institutional investors join the CARMAT ownership structure at the same time as Santé Holdings, such as the French Government, Air Liquid and Bpifrance, the French public investment bank dedicated to business financing and development.

The new shares issued after the share capital increase were admitted to trading today on the Paris Alternext market.

Santé Holdings is the investment company of Antonino Ligresti, a cardiologist and business owner, operating in Europe’s private health industry for more than 15 years.

The CARMAT investment is Santé Holdings’ second in France in the medical innovation sector, following the acquisition of a significant interest in ABIVAX SA in July 2015. Also listed on the Paris stock exchange, ABIVAX is an excellence centre specialising in the research and development of vaccines and innovative drugs for the treatment of serious viral infections.

Santé Holdings, which until November 2014 was also the majority shareholder of the Générale de Santé Group (European leader in the private clinics sector), was assisted in both investments by Nctm Studio Legale with a team led by Giuliano Lanzavecchia and Paolo Rampulla.

26/4/2016

Anheuser-Busch InBev

Anheuser-Busch InBev and Birra del Borgo have signed a partnership agreement in which Birra del Borgo, Italy’s leading traditional beer producer joins the Anheuser-Busch InBev Group, a world leader in the beer industry and one of the top five companies in the world for consumer products.

Nctm Studio Legale assisted Anheuser-Busch InBev with a team headed by Matteo Trapani aided by Lucia Corradi and, for intellectual property aspects, by Paolo Lazzarino. For the financial aspects, Anheuser-Busch InBev received support from Ernst & Young.

Birra del Borgo was aided by Studio Curtis, Mallet-Prevost, Colt & Mosle, with a team led by Sergio Esposito Farber and comprising Ian Tully, Dino Dima, Carmine Gravina, Dario Ciapponi and Alessandro Bianchi for legal aspects, and for tax law matters by Grimaldi Studio Legale with a team headed by Riccardo Salvatori and comprising Manfredi La Barbera and Mara Alaimo.

21/4/2016

IDeA Capital Funds

IDeA Capital Funds, as manager of the Fondo Investitori Associati IV, has signed an agreement for the disposal of its interest in Infa Group, a company operating in the chemical and pharmaceutical industry with plants in Italy and Spain, to P&R Holding, already owner of other companies in this industry, including Fidia Farmaceutici.

IDeA Capital Funds was aided by Nctm Studio Legale, with a team coordinated by Matteo Trapani and assistance from Alice Bucolo. P&R Holding received support from Rödl&Partner, whose team was coordinated by Daniele Bonvicini and assisted by Riccardo Sismondi.

21/4/2016

Triboo Digitale

Triboo Digitale and Independent Ideas, communications agency of the Italia Independent Group, have signed a partnership agreement for the development of a single approach to the market, integrating the skills of the two companies.

Under the terms of the partnership, the Italia Independent Group has transferred a 24% interest in Independent Ideas to Triboo Digitale (thereby decreasing its own interest from 75% to 51% of the share capital), in exchange receiving an approximate 3% interest in Triboo Digitale.

Nctm Studio Legale provided support to Triboo Digitale with a team comprising Lukas Plattner and Eleonora Parrocchetti. The team Carlo Re and Stefano Milanesi from Pedersoli e Associati assisted Independent Ideas.

14/3/2016

DOC Generici

Nctm Studio Legale advised the management team of DOC Generici, which in 2013 co-invested in the company together with Charterhouse, both in the sale and in the new reinvestment alongside CVC Capital Partners.

The management team was advised by Nctm with a team made up of Pietro Zanoni, Barbara Aloisi and Roberta Russo.

8/3/2016

Schlegel

Nctm Studio Legale advised Schlegel International, a division of Tyman Plc (listed on the London stock exchange), in the acquisition of Giesse Group, specialised in accessories for aluminium windows and doors, with offices in Italy, Argentina, France, Greece, India, Portugal, Turkey, United Arab Emirates, Brazil, North America and China. The transaction was carried out through the acquisition of the entire share capital of the Italian parent company Giesse Gruppo Industriale S.p.A. and, separately, of the Brazilian company Giesse Brasil, as well as of certain assets and liabilities of Giesse Gulf.

Schlegel was assisted by Nctm with a team led by Giuliano Lanzavecchia, equity partner assisted by Alice Bucolo, senior associate.

29/2/2016

Servizi Italia

Nctm Studio Legale advised Servizi Italia, listed on the STAR segment of Borsa Italiana and Italian leader in services connected to textiles and surgical instruments for hospitals, in the execution of the agreement for the acquisition of 100% of Newco Tintoria Lombarda Divisione Sanitaria S.r.l. to which the operating business unit of Tintoria Lombarda di Fasoli Aldo S.p.A, one of the leading Italian companies engaged in the washing and provision of linen to hospitals, will be contributed.

Servizi Italia was advised by Nctm Studio Legale with a team led by Matteo Trapani, assisted by Francesca Battistutta. Tintoria Lombarda was advised by Mendolia & Partners with a team led by Stefano Mendolia, assisted by Silvia Comaglio.

26/2/2016

Chequers Capital

Nctm Studio Legale advised Chequers Capital (“Chequers”), the French private equity fund, in the acquisition of Phoenix International S.p.A. (“Phoenix”), the European leading company in the design, realisation and sale of aluminium dies with offices in the province of Bergamo, from Opera SGR, Quadrivio SGR and the funding families.

HGS Holding S.p.a. and Packaging Imolese S.p.a.

Nctm Studio Legale, with a team made up of partner Simone De Carli and Francesca Battistutta assisted the shareholders of HGS Holding S.p.a. and of Packaging Imolese S.p.a. in the sale of 100% of their share capital to Deco Industrie. UBS Italia S.p.a. assisted the sellers as financial advisor, with a team made up of Franco Cappiello and Alberto Funaioli.

4/1/2016

Taco Group

Nctm Studio Legale, with lawyers Stefano Padovani and Mario Giambò assisted Taco Group in the acquisition of Askoll Sei, a leading company in the heating sector. The deal was finalised on 1 January 2016.

Taco, a US group with a turnover of around 250 million US dollars, was also assisted in matters of US law by a team from the New York law firm Morrison Cohen, made up of partner Michael Martell and associate Matthew Friedman.

King & Wood Mallesons, with partner Davide Proverbio, assisted the Askoll Group. The overall deal was coordinated by the general counsel of the Askoll Group, FilippoVenturini.

Villa & Bonaldi S.p.A.

NCTM Studio Legale Associato has advised the Villa family on the sale to Brembana & Rolle S.p.A. of the entire share capital of Villa & Bonaldi S.p.A., the historical company founded in Crema 1904 and global leader in the production of heat exchangers, columns and reactors for the oil and gas sector.

28/11/2014

Turbocoating

Tubacex

NCTM Studio Legale Associato has assisted the shareholders of IBF S.p.A., company active in the production of pipes and steel fittings for the oil&gas, petrochemical and nuclear power area, in the agreement with the Spanish multinational Tubacex, a Madrid Stock Exchange listed company active in the production and delivery of pipes for the Oil&Gas, petrochemical and power generation area, for the sale of a majority stake in the company.

3/11/2014

Triboo Media

NCTM Studio Legale Associato has advised HTML.it, a subsidiary of Triboo Media S.p.A., on the acquisition of the editorial assets of Wall Street Italia, the independent online magazine, operating in the economic and financial area, with more than 1 million visits per month and 5 million page views.

8/9/2014

NGC Medical

Medtronic Inc, the world leading group of medical technology, has announced the acquisition of NGC Medical S.p.A., an Italian company that has been active in the comprehensive management of cardiovascular wards, operating theatres and intensive care units since 30 years.

4/8/2014

CSM Machinery

NCTM Studio Legale Associato has advised CSM Machinery, an Italian leader in manufacturing components for electric heaters, on its acquisition of Oakley Industrial Machinery Inc., a historical US company from the Midwest.

31/7/2014

IBM

NCTM Studio Legale Associato has advised IBM International Group B.V., Dutch subsidiary of IBM corporation, on the acquisition of the entire share capital of CrossIdeas S.p.A., an Italian provider of identity and access management solutions that govern user access rights to applications and data.

30/7/2014

BD Group Industries

NCTM has represented BD Group Industries, LLC – a worldwide energy solutions provider to the petrochemical, refinery and oil & gas industries – in the acquisition of a majority stake in Sagemis International S.r.l., a Porto Mantovano (Mantova, Italy) based company, offering a wide range of products and services worldwide in different fields related to the same industries.

4/7/2014

CFP Flexible Packaging S.p.A.

Domo Chemicals, a leading international company in the chemical industry, has completed the acquisition of CFP Flexible Packaging S.p.A., a European producer of biaxially oriented (BOPA) and non-oriented (PA CAST) polyamide film, from Flexible Packaging Investments S.à r.l., an investment vehicle owned by private equity firm Bridgepoint.